The Section Everyone Cites No Longer Exists
Search for how to change a company’s registered address in Nepal and you will be told, repeatedly, that Section 184(3) of the Companies Act 2063 lets a company change its registered office by giving prior notice to the Office of the Company Registrar.
Open the current Act and Section 184(3) reads, in full:
(३) ..................
with the footnote “पहिलो संशोधनद्वारा झिकिएको” — removed by the First Amendment.
It was deleted by the Companies (First Amendment) Act 2074. The reason it is still quoted everywhere is that the English translation of the Companies Act circulating online predates that amendment and still carries the repealed text — so every guide built on the translation inherits a provision that has not been law since 2017.
What survives in Section 184
- 184(1) — a signboard outside the registered office showing the company’s name and address in Nepali, visible to all.
- 184(2) — register the registered office address with the Office within three months of incorporation.
- 184(4) — give the Office your contact details (telephone, fax, email), and supply changed details promptly when they change.
- 184(5) — the Office may keep the list of registered addresses open for public inspection.
Nothing there tells you how to move.
The Live Rule: Directive §88(4)
The operative provision is now in the कम्पनी निर्देशिका 2072, the Registrar’s Directive issued under Section 16(2). Section 88(4) reads:
“Where the address of a company’s registered office is to be changed, the board of directors shall take a decision, and information about the new address of the registered office shall be given to the Office at least seven days before moving the office to the new address. When giving such information, a certified copy of the board of directors’ decision shall also be submitted.”
Three things fall out of that, and each contradicts something widely published.
| Commonly published | What the Directive says |
|---|---|
| You need a special resolution of the shareholders | A board decision. No general meeting, no 75% threshold |
| File within 15 / 30 / 35 days of moving | At least 7 days before you move. It is a prior notice, not a report |
| Different rules apply inside and outside the district | No such distinction exists. It is invented |
Two more from the same section: §88(3) gives 7 days to notify a change in the contact details you registered; and §88(2) provides that a branch office elsewhere in Nepal need not be notified at all. Only the registered office is in question.
The honest caveat
Directive §88 is expressly framed as being made “pursuant to Section 184 of the Act” — and the sub-section it was written to implement is the one that was repealed. The Directive has not been re-based since, and it is currently out for public consultation on revision. It remains the only operative rule anyone is applying, but it sits on a foundation that has moved, so confirm the position with OCR when you file.
And where the memorandum has to change too. Section 18(1)(b) makes the registered office one of the memorandum’s required clauses. If your MoA names the old address specifically, moving amends the memorandum — and that brings Section 21 into play: special resolution, and inform the Office within 30 days. Whether your move needs this depends on how your own MoA is drafted. Many are drafted loosely enough that it does not.
In CAMIS It Is One Filing, and It Is Now Auto-Approved
In practice the distinction above is smoothed over by the system. CAMIS treats locationChange as its own event type, separate from an MoA/AoA amendment, and since CAMIS Release 1.4, dated 2083/02/04, address-change applications are automatically approved. The Registrar’s notice puts it plainly: for auto-approved applications on address change and capital change, a letter issues and the memorandum and articles amendment is recorded in that same letter.
This was trailed a year earlier in the simplification notice of 2082/05/01, which also cut approval to at most two tiers — an Assistant Registrar, or a Deputy Registrar for larger paid-up capital.
Fee, Penalty and Timeline
| Item | Position |
|---|---|
| Government fee | None in the Gazette schedule for an address change as such. Where the memorandum or articles are amended with capital unchanged, the schedule’s “capital unchanged or reduced” line gives NPR 1,000. |
| Late fee | Section 81(6): NPR 200 per month, beginning one month after the deadline, capped at NPR 1,000 per financial year. OCR’s own FAQ names Section 184 in this group. |
| Timeline | 3 days under the Citizen Charter; effectively immediate now that the filing auto-approves. |
| Newspaper notice | Not required. |
That NPR 1,000 annual cap is worth knowing about. It is in the proviso to Section 81(6) of the current Nepali text and it is missing from both circulating English translations and from OCR’s own published fee page. No secondary source we could find reproduces it. A company that forgot to file an address change for two years owes NPR 1,000 for each financial year, not NPR 200 × 24.
The Deadline Most People Miss Is the Tax One
The OCR filing is the visible step. The one that catches people is at the Inland Revenue Office, and it runs on a different clock in the same direction.
Rule 9(1) of the VAT Rules 2053:
“Where a registered person has to change the place of his transaction, he shall give information of that matter to the concerned Tax Officer fifteen days before making such change.”
And Rule 9(2): where the new place falls within the jurisdiction of another tax office, the Tax Officer must inform that office within seven days of receiving your notice.
So a VAT-registered company moving premises has two prior notices to give, both before the move, on different timers:
| Who | When | Authority |
|---|---|---|
| Inland Revenue Office | 15 days before the move | VAT Rules r.9(1) |
| Office of the Company Registrar | 7 days before the move | Directive §88(4) |
Separately, VAT Act s.10(7) requires you to notify any change in your registration particulars within 15 days, and the penalty for missing it is NPR 10,000 each time under s.29(1)(b2). Between the two, plan the IRD notice first and the OCR notice second — not the other way round, which is how most people sequence it.
If the new address stays inside the same Inland Revenue Office’s jurisdiction, the change is a record update. If it crosses into another office’s area, your file moves with you, and that transfer is the part that takes time. See our VAT registration guide for what the registration record has to contain.
What Else to Do
Before the move
- Board decision, minuted, with a certified copy ready for OCR.
- Evidence of the new address — ownership document, or the rent or lease agreement.
- Notice to the Inland Revenue Office, 15 days ahead.
- Notice to OCR, 7 days ahead.
After the move
- Signboard at the new registered office, in Nepali — s.184(1).
- Ward office: deregistration at the old ward, registration at the new. This is practice, not statute — no source we can find identifies a legal deadline, and no source claims a ward recommendation is a precondition to the OCR filing.
- Bank: registered address on the account mandate.
- Every sector licence that records a business address — tourism, construction, education, health, EXIM.
- Contact details to OCR if telephone or email changed with the move — 7 days, Directive §88(3).
Frequently Asked
Do I need a special resolution to change my company address in Nepal?
Generally no. Directive §88(4) requires a board decision, and OCR asks for a certified copy of it. A special resolution under Section 21 comes in only where the memorandum itself names the old address and therefore has to be amended, which depends on how your MoA was drafted. Guidance is split roughly evenly on this point because most of it is reasoning from the repealed Section 184(3) rather than from the Directive.
How many days do I have to notify a company address change in Nepal?
You do not have days after — you need notice before. Directive §88(4) requires the information to reach OCR at least seven days before the office actually moves, and VAT Rules r.9(1) requires notice to the Inland Revenue Office fifteen days before. Published figures of 15, 30 or 35 days after the move have no basis we can trace.
Do I have to tell OCR about a new branch office?
No. Directive §88(2) provides that a branch office opened elsewhere within Nepal need not be notified to the Office. The duty attaches to the registered office only. Note that this is the OCR position; sector licences and the Inland Revenue Office may separately require a branch to be recorded.
What is the penalty for a late company address filing in Nepal?
Section 81(6) sets NPR 200 per month from one month after the deadline, subject to a proviso capping it at NPR 1,000 per financial year. That cap appears in the current Nepali text of the Act but is absent from the circulating English translations and from OCR’s published fee page, so quoted penalties are often far higher than the Act allows.
About this guide. Sections 16, 18, 21, 81 and 184 are quoted from the Companies Act 2063 as consolidated to the 2081 amendment and published by the Office of the Company Registrar — we verified the deletion of s.184(3) directly in that text, where the sub-section is blank and footnoted to the First Amendment. Sections §88 of the कम्पनी निर्देशिका 2072 (Registrar’s Directive), Rule 9 of the VAT Rules 2053 and the CAMIS Release 1.4 notice of 2083/02/04 are cited as published. The Directive is out for public consultation on revision and is expressly anchored to a repealed sub-section — confirm the current position with OCR before you rely on the seven-day figure.
Moving Your Registered Office?
Both notices are due before you move — fifteen days to the Inland Revenue Office, seven to the OCR. We handle the board decision, both filings and the downstream licence updates, in the right order.
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